Restricted Stock Agreement - Ruffolo

EXHIBIT 10.20


AKAMAI TECHNOLOGIES, INC.


Restricted Stock Agreement Under
Second Amended and Restated 1998 Stock Incentive Plan


This RESTRICTED STOCK AGREEMENT (the "Agreement") is entered into as of November 14, 2002 (the "Grant Date"), between Akamai Technologies, Inc., a Delaware corporation (the "Company"), and MICHAEL RUFFOLO (the "Grantee").


RECITALS


1. The Company has adopted the Second Amended and Restated 1998 Stock Incentive Plan (the "Plan") that provides for the grant under certain circumstances of shares (the "Shares") of common stock, par value $0.01, of the Company (the "Common Stock").


2. In consideration of the grant of the Awarded Shares (as defined below) and other benefits, Grantee is willing to tender for cancellation certain previously-granted options to purchase Common Stock of the Company (the "Tendered Options") and to abide by the obligations imposed on Grantee under this Agreement.


NOW THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Grantee hereby agree as follows:


1. EFFECT OF THE PLAN. Grantee will abide by, and the Awarded Shares granted to Grantee will be subject to, all of the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Company's Compensation Committee (the "Committee") and by the Board of Directors of the Company (the "Board") pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Grantee hereunder, and this Agreement shall be subject, without further action by the Company or Grantee, to such amendment, modification, restatement or supplement.


2. GRANT. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants and issues to Grantee 175,000 Shares (the "Awarded Shares") in exchange for the Tendered Options. This Agreement shall evidence Grantee's ownership of the Awarded Shares, and Grantee acknowledges that he/she will not receive a stock certificate representing the Awarded Shares. The Company or Charles Schwab & Co., Inc. (or such other broker with which the Company has established a relationship) ("Schwab") shall retain custody of the Awarded Shares until the Awarded Shares have vested in accordance with Section 3 of this Agreement. Upon vesting of the Awarded Shares, the Company shall instruct its transfer agent to deposit that portion of the Awarded Shares which has vested (the "Vested Shares") into Grantee's existing stock option account at Schwab (the "Account"), subject to payment (through sale of a portion of the Vested Shares) of any applicable withholding taxes. The Awarded Shares are being granted in consideration for cancellation of the Tendered Options. No additional consideration is required to be paid by Grantee; however, Grantee agrees that the Shares shall be subject to all of the terms and conditions set forth in this Agreement and the Plan, including, but not limited to, the forfeiture conditions set forth in Section 3.2 of this Agreement, the restrictions on transfer


set forth in Section 3.4 of this Agreement and the payment of withholding taxes as set forth in Section 5 of this Agreement.


3. AWARDED SHARES.


3.1 VESTING SCHEDULE; SERVICE REQUIREMENT. The Awarded Shares shall vest if Grantee has been employed continuously from the Grant Date to the applicable date that such portion of the Awarded Shares vests (each, the "Vesting Date"). One hundred percent (100%) of the Awarded Shares will fully vest two years after the Grant Date (November 14, 2004). Shares that have not yet vested pursuant to this Agreement are referred to herein as "Unvested Shares."


3.2 CONDITIONS OF FORFEITURE.


(a) If Grantee's employment with the Company is terminated for gross misconduct or if Grantee voluntarily resigns from the Company, all Unvested Shares shall, without further action of any kind by the Company, be forfeited. If Grantee's employment with the Company terminates for any reason other than termination for gross misconduct or voluntary resignation, all of the Unvested Shares shall, without further action of any kind by the Company, vest and become Vested Shares effective upon termination from employment. For purposes of this Agreement, termination from employment shall be deemed to occur on the last day actually worked by Grantee, rather than the last day that Grantee is on the payroll of the Company. The Committee, in its sole discretion, shall determine whether a leave of absence shall constitute a termination of employment. For purposes of this Agreement, "gross misconduct" includes any criminal act; fraudulent representations and actions; intent to defraud; misappropriation of Company assets; or flagrant abuse of supervisory authority, signature authority, or fiduciary trust.


(b) Unvested Share ...